UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2012
PRIVATEBANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34066 | 36-3681151 |
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. employer identification no.) |
120 S. LaSalle Ste. 400 Chicago, Illinois | | 60603 (Zip Code) |
| (Address of principal executive offices) | | |
Registrant’s telephone number, including area code: (312) 564-2000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
| | [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company’s annual meeting of stockholders held on May 24, 2012, the following matters were submitted to and approved by a vote of the Company’s Stockholders:
| (1) | The election of three Class II directors for a three-year term ending at the annual meeting of stockholders to be held in 2015 or until their successors are duly elected and qualified: |
| Directors | Votes For | Votes Withheld | Broker Non-Votes |
| Norman R. Bobins | 55,281,397 | 3,109,094 | 5,097,796 |
| James B. Nicholson | 57,846,421 | 544,070 | 5,097,796 |
| Alejandro Silva | 57,862,736 | 527,755 | 5,097,796 |
| (2) | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 |
| For | Against | Abstain |
| 63,198,477 | 278,523 | 11,287 |
| (3) | An advisory (non-binding) vote to approve 2011 executive compensation |
| For | Against | Abstain | Broker Non-Votes |
| 51,682,915 | 5,313,554 | 1,394,022 | 5,097,796 |
Of the approximately 68.9 million shares eligible to vote as of the March 30, 2012 record date, approximately 63.5 million votes, or approximately 92.2 percent of the total shares outstanding, were represented at the meeting.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit | Description |
| 99.1 | Press Release dated May 24, 2012 (furnished with the SEC as part of this Form 8-K) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 24, 2012 | PRIVATEBANCORP, INC. | |
| | By: /s/ Kevin M. Killips | |
| | Kevin M. Killips | |
| | Chief Financial Officer | |
| | |
INDEX TO EXHIBITS
| Exhibit | Description |
| 99.1 | Press Release dated May 24, 2012 (furnished with the SEC as part of this Form 8-K) |
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